CSW Industrials Form 4: 495 restricted shares awarded to director

Rhea-AI Filing Summary

CSW Industrials insider grant and holdings — This Form 4 shows that director Terry L. Johnston was granted 495 restricted shares of CSW Industrials common stock on 08/28/2025 at no cash price. The restricted shares vest in a cliff on the earlier of the first anniversary of the grant or the issuer's 2026 annual meeting of shareholders. After the reported transaction the reporting person beneficially owns 9,987 shares of common stock. The filing was signed by an attorney-in-fact on 09/02/2025.

Positive

• 495 restricted shares granted to director aligns executive incentives with shareholder value
• Cliff vesting (earlier of one year or 2026 annual meeting) establishes retention incentive
• No cash payout required for grant, conserving company cash

Negative

• None.

Insights

Financial Analyst

TL;DR: A modest equity grant of 495 restricted shares aligns director incentives without immediate cash cost.

The grant of 495 restricted shares at $0 represents compensation delivered via equity rather than cash, preserving company cash while tying value to future share performance. The cliff vesting (earlier of one year or the 2026 annual meeting) creates a short-term retention condition. The post-transaction beneficial ownership of 9,987 shares provides limited but meaningful alignment with shareholders; the absolute size is small relative to most public company cap structures, so immediate market impact is likely negligible.

Corporate Governance Expert

TL;DR: Standard director equity grant with time-based cliff vesting consistent with common governance practices.

Issuing restricted shares to a director under the company’s Equity and Incentive Compensation Plan is a routine governance action to align interests. The cliff vesting condition (one year or 2026 meeting) is a common retention mechanism. The Form 4 discloses required details: grant size, vesting schedule, and resulting beneficial ownership. No unusual transfer, option exercise, or sale activity is reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JOHNSTON TERRY L

(Last) (First) (Middle)

5420 LBJ FREEWAY

SUITE 500

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2025		A		495(1)	A	$0	9,987	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan. The shares cliff vest on the earlier of (i) the first anniversary of the grant or (ii) the date of the issuer's 2026 annual meeting of shareholders.

Remarks:

	/s/Luke E. Alverson, Attorney in Fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CSWI report on this Form 4?

The Form 4 reports a grant of 495 restricted shares to director Terry L. Johnston on 08/28/2025.

How and when do the restricted shares vest for the reporting person?

The restricted shares cliff vest on the earlier of the first anniversary of the grant or the issuer's 2026 annual meeting of shareholders.

What was the price or cost reported for the share grant?

The grant is reported at a price of $0, indicating restricted stock awarded as compensation rather than purchased.

How many CSW shares does the reporting person beneficially own after the grant?

Following the reported transaction the reporting person beneficially owns 9,987 shares of common stock.

Who filed or signed the Form 4 and when was it signed?

The Form 4 was signed by Luke E. Alverson, Attorney in Fact on 09/02/2025.